SOCIÉTÉ FINANCIÈRE DE BANQUE - SOFIB 4,000,000,000 Euro Medium Term Note Programme

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1 BASE PROSPECTUS SOCIÉTÉ FINANCIÈRE DE BANQUE - SOFIB 4,000,000,000 Euro Medium Term Note Programme Under this 4,000,000,000 Euro Medium Term Note Programme (the Programme), Société Financière de Banque - SOFIB (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". Application has been made for approval of this Base Prospectus to the Autorité des marchés financiers (the AMF) in France in its capacity as competent authority pursuant to Article of its Règlement Général which implements the Directive 2003/71/EC of 4 November 2003 as amended and includes any relevant implementing measure in a relevant Member State of the European Economic Area (EEA) (the Prospectus Directive). Application may be made (i) to Euronext Paris S.A. for Notes issued under the Programme during a period of 12 months after the date of this Base Prospectus to be listed and admitted to trading on Euronext Paris S.A. and/or (ii) to the listing authority of any other member state of the European Economic Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. Euronext Paris S.A. is a regulated market (a Regulated Market) for the purposes of the Markets in Financial Instruments Directive 2004/39/EC of 21 April 2004, as amended (MiFID). The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms), with respect to Notes to be admitted to trading on Euronext Paris S.A. which will be filed with the AMF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an 1

2 exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Each Tranche of Notes with a maturity of more than 365 calendar days will initially be represented by a temporary global note (each a Temporary Global Note), unless the applicable Final Terms specify otherwise, and each Tranche with a maturity of 365 calendar days or less will initially be represented by a permanent global note (each a Permanent Global Note and together with the Temporary Global Notes, each a Global Note), unless the applicable Final Terms specify otherwise. Each Global Note will in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV (Euroclear) or Clearstream Banking S.A. (Clearstream, Luxembourg), on the issue date (x) if the Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, which are intended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear and Clearstream, Luxembourg; or (y) in the case of Global Notes which are not issued in NGN form (Classic Global Notes or CGNs), be deposited on the issue date to a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the Common Depositary). Interests in Temporary Global Notes will be exchangeable for interests in Permanent Global Notes or, if specified in the Final Terms, for definitive Notes (Definitive Notes) in bearer form. Such exchange will occur only after 40 calendar days from the later of the offering and the issue date upon certification as to non-u.s. beneficial ownership. Interests in Permanent Global Notes will be exchangeable for Definitive Notes if specified in the applicable Final Terms or in certain circumstances as more fully described in "Form of the Notes". The Issuer has been rated Baa2 (positive outlook) by Moody s Investors Service Ltd. (Moody s). The Programme has been rated Baa2 by Moody s. Moody s is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Base Prospectus, any supplement to this Base Prospectus and the Final Terms of any Notes listed and admitted to trading on Euronext Paris S.A. will be available on the website of the Issuer ( and this Base Prospectus will be available on the website of the AMF ( Documents incorporated by reference in this Base Prospectus will be available on the website of the Issuer. Arranger Société Générale Corporate & Investment Banking Dealers Banca IMI Barclays Commerzbank Crédit Agricole CIB HSBC NATIXIS Santander Global Corporate Banking Société Générale Corporate & Investment Banking UniCredit Bank The date of this Base Prospectus is 29 June

3 IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the EEA. The Issuer accepts responsibility for the information contained or incorporated by reference in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained or incorporated by reference in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that those documents are incorporated and form part of this Base Prospectus. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or the Issuer and its consolidated subsidiaries taken as a whole (the SOFIB Group). No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or the Issuer and the SOFIB Group. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in it concerning the Issuer is correct at any time subsequent to its date or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in Notes issued under the Programme of any information coming to their attention. 3

4 CONTENTS Risk Factors... 5 Overview of the Programme Documents Incorporated by Reference Form of the Notes Applicable Final Terms Terms and Conditions of the Notes Use of Proceeds Description of the Issuer Taxation Subscription and Sale General Information Page 4

5 RISK FACTORS In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in this Base Prospectus a number of factors which could materially adversely affect its business and ability to make payments due. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME The risk factors relating to the Issuer and its activity are set out in detail on pages 23 to 31 of the 2015 Annual Report which was filed with the AMF on 15 June 2016 and which is incorporated by reference in this Base Prospectus, as set out in the section Documents Incorporated by Reference of this Base Prospectus, and include the following: - business risks, being factors that have an impact on the SOFIB Group s levels of activity: external factors that influence vehicle purchases; government policies to incentivise new vehicle purchases; regulatory or fiscal changes which could lead to a modification of the activity or alter the profitability thereof; the sales volumes achieved by Peugeot, Citroën and DS, as well as their marketing policies, which may include joint financing operations carried out with the SOFIB Group; the SOFIB Group's competitive positioning, in terms of both product range and price. - credit risk, being the risk of loss arising from the failure of a customer to meet the payment or other terms of a contract with the SOFIB Group; - financial risks and market risk, including liquidity risk, interest rate risk, counterparty risk, currency risk and other market risks; - risks related to the SOFIB Group s securitisation operations; - concentration risk related to the granting of credit to individuals, sectoral concentration risk of credit transactions and concentration risk related to bank re-financing; - operational risk, being the risk resulting from a mal-adjustment or failure attributable to procedures, to personnel, internal systems, or to external events, including events with a low probability of occurrence but with substantial risk of loss; 5

6 - non-compliance risk, being the risk of legal, administrative or disciplinary sanction, significant financial loss or damage to reputation arising from failure to comply with the provisions governing banking and financial services, including regulatory and statutory provisions, professional standards, ethical standards, or instructions from the executive body pursuant to guidelines issued by the Board of Directors; and - reputational risk, being the risk of damage to the Issuer s reputation and image with end customers, dealer customers, third-party banks and supervisory authorities. Bank Recovery and Resolution Directive On 2 July 2014, Directive 2014/59/EU providing for the establishment of an EU-wide framework for the recovery and resolution of credit institutions and investment firms (the Bank Recovery and Resolution Directive or BRRD) came into force. The BRRD is designed to provide authorities with a credible set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution's critical financial and economic functions, while minimising the impact of an institution's failure on the economy and financial system. The BRRD provides that it was to be applied by Member States from 1 January 2015, except for the general bail-in tool which was to be applied from 1 January The BRRD has been implemented in France by two main legislative texts. Firstly, the banking law dated 26 July 2013 regarding the separation and regulation of banking activities (Loi de séparation et de régulation des activités bancaires) (as modified by the ordinance dated 20 February 2014 (Ordonnance portant diverses dispositions d adaptation de la législation au droit de l Union européenne en matière financière)) (the Banking Law) had anticipated the implementation of the BRRD. Secondly, Ordinance no dated 20 August 2015 (Ordonnance no du 20 août 2015 portant diverses dispositions d adaptation de la législation au droit de l Union européenne en matière financière) (the Ordinance) published in the Official Journal on 21 August 2015 has introduced various provisions amending and supplementing the Banking Law to adapt French law to European Union legislation regarding financial matters. Decree no dated 17 September 2015 and three orders dated 11 September 2015 (décret et arrêtés) implementing provisions of the Ordinance regarding (i) recovery planning, (ii) resolution planning and (iii) criteria to assess the resolvability of an institution or group, have been published on 20 September 2015 mostly to implement the BRRD in France. The final changes to be made by future decree(s) or order(s) remain unknown at this stage. The impact of the BRRD and its implementing provisions on credit institutions, including the Issuer, is currently unclear but its implementation or the taking of any action under it could materially affect the value of any Notes. The aim of the BRRD is to provide resolution authorities with common tools and powers to address banking crises pre-emptively in order to safeguard financial stability and minimise taxpayers' contributions to bank bail-outs (which should only be used as a last resort) and/or exposure to losses. The powers provided to authorities (in France, the Autorité de contrôle prudential et de Résolution (the ACPR) or the Single Resolution Board, depending on which competent supervisory authority is appointed for the purposes of the Single Supervision Mechanism) in the BRRD are divided into three categories: (i) preparation and prevention - preparatory steps and plans to minimise the risks of potential problems; (ii) early intervention - in the event of incipient problems, powers to arrest a firm's deteriorating situation at an early stage so as to avoid insolvency; and (iii) if the insolvency of a firm gives rise to a public interest concern, a clear power to reorganise or wind down the firm in an orderly fashion whilst preserving its critical functions and limiting as far as possible any taxpayer exposure to losses. Also, Regulation (EU) no. 806/2014 of the European Parliament and the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund has 6

7 provided for centralised resolution powers and has entrusted these powers to a Single Resolution Board and to national resolution authorities. The BRRD currently contains four resolution tools and powers which may be used either in isolation or in combination where the relevant resolution authority considers that (a) an institution is failing or likely to fail, (b) there is no reasonable prospect that any alternative private sector measures would prevent the failure of such institution within a reasonable timeframe, and (c) a resolution action is in the public interest: - sale of business: enables resolution authorities to direct the sale of the firm or the whole or part of its business on commercial terms without requiring the consent of the shareholders or complying with the procedural requirements that would otherwise apply; - bridge institution: enables resolution authorities to transfer all or part of the business of the firm to a "bridge bank" (a publicly controlled entity holding such business or part of the business with a view to reselling it); - asset separation: enables resolution authorities to transfer impaired or problem assets to an asset management vehicle to allow such assets to be managed and sold off over time; and - bail-in: gives resolution authorities the power to write-down the claims of unsecured creditors of a failing institution and to convert certain unsecured debt claims to equity (the general bail-in tool ), which equity could also be subject to any future write-down by application of the general bail-in tool. The French Code monétaire et financier, as amended by the Ordinance, also provides that in exceptional circumstances, where the general bail-in tool is applied, the relevant resolution authority may exclude or partially exclude certain liabilities from the application of the write-down or conversion powers, in particular where: (a) it is not possible to bail-in that liability within a reasonable time; (b) the exclusion is strictly necessary and is proportionate to preserve the continuity of critical functions and core business lines of the institution under resolution; (c) the exclusion is strictly necessary and proportionate to avoid giving rise to widespread contagion, which would severely disrupt the functioning of financial markets, including of financial market infrastructures, in a manner that could cause a serious disturbance to the economy of a Member State or of the European Union; or (d) the application of the general bail-in tool to those liabilities would cause a decrease in value such that the losses borne by other creditors would be higher than if those liabilities were excluded from bail-in. Consequently, where the relevant resolution authority decides to exclude or partially exclude an eligible liability or class of eligible liabilities, the level of write down or conversion applied to other eligible liabilities may be increased to take account of such exclusions. Thereafter, if the losses that would have been borne by those other eligible liabilities have not been passed on fully to the relevant creditors, the French Resolution and Deposits Guarantee Fund (Fonds de garantie des depôts et de résolution) or any other equivalent arrangement from a Member State, may make a contribution to the institution under resolution, within certain limits (including the requirement that such contribution shall not exceed 5% of the global liabilities of such institution) to (i) cover any losses which have not been absorbed by eligible liabilities and restore the net asset value of the institution under resolution to zero and/or (ii) purchase shares or other instruments of ownership or capital instruments in the institution under resolution, in order to recapitalise the institution. The BRRD also provides for a Member State as a last resort, having assessed and exploited the above resolution tools to the maximum extent possible whilst maintaining financial stability, to be able to provide extraordinary public financial support through additional financial stabilisation tools. These consist of the public equity support and temporary public ownership tools. Any such extraordinary financial support must be provided in accordance with the European Union state aid framework. An institution will be considered as failing or likely to fail when: it is, or is likely in the near future to be, in breach of its requirements for continuing authorisation; its assets are, or are likely in the near future to be, 7

8 less than its liabilities; it is, or is likely in the near future to be, unable to pay its debts as they fall due; or it requires extraordinary public financial support (except in limited circumstances). The powers set out in the BRRD are expected to impact how credit institutions, including the Issuer, and investment firms are managed as well as, in certain circumstances, the rights of creditors. In particular, Noteholders may be subject to write-down (including to zero) or conversion into equity on any application of the general bail-in tool (including amendment of the terms of the Notes such as a variation of the maturity). The exercise of any power under the BRRD as applied to the Issuer or any suggestion of such exercise could, therefore, materially adversely affect the rights of the Noteholders, the price or value of their investment in any Notes and/or the ability of the Issuer to satisfy its obligations under any Notes. The provisions of the French Code monétaire et financier, as amended by the Ordinance, are currently in force, including the general bail-in tool which has applied since 1 January The powers set out in the BRRD will impact how credit institutions and investment firms are managed as well as, in certain circumstances, the rights of creditors. In particular, holders of Notes may be subject to write-down or conversion into equity on any application of the general bail-in tool. The exercise of any power under the BRRD or any suggestion of such exercise could, therefore, materially adversely affect the rights of the holders of the Notes, the price or value of their investment in any Notes and/or the ability of the Issuer to satisfy its obligations under any Notes. For Member States participating in the Banking Union, the Single Resolution Mechanism fully harmonises the range of available tools but Member States are authorised to introduce additional tools at national level to deal with crises, as long as they are compatible with the resolution objectives and principles set out in the BRRD. The Single Resolution Board operates in close co-operation with the ACPR, in particular in relation to resolution planning, and has assumed full resolution powers as from 1 January It is not yet possible to assess the full impact on the Issuer of the BRRD and the French law implementing provisions and there can be no assurance that its implementation or the taking of any actions currently contemplated in it will not adversely affect the rights of Noteholders, the price or value of their investment in the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes. Noteholders may have only very limited rights to challenge and/or seek a suspension of any decision of the relevant resolution authority to exercise its resolution powers or to have any such decision reviewed by a judicial or administrative process or otherwise. Capital requirements and regulatory framework In December 2010, the Basel Committee on Banking Supervision (the Basel Committee) reached agreement on comprehensive changes to the capital adequacy framework, known as Basel III. A revised version of Basel III was published in June Basel III is intended to raise the resilience of the banking sector by increasing both the quality and quantity of the regulatory capital base and enhancing the risk coverage of the capital framework. Among other things, Basel III introduced new eligibility criteria for Common Equity Tier 1, Additional Tier 1 and Tier 2 capital instruments that are intended to raise the quality of regulatory capital, and increased the amount of regulatory capital that institutions are required to hold. Basel III also required institutions to maintain a capital conservation buffer above the minimum capital ratios in order to avoid certain capital distribution constraints and directed national regulators to require certain institutions to maintain a counter-cyclical capital buffer during periods of excessive credit growth. The capital conservation buffer, to be comprised of Common Equity Tier 1 capital, would result in an effective Common Equity Tier 1 capital requirement of 7 per cent. of risk-weighted assets. Basel III introduced a leverage ratio for institutions as a backstop measure, to be applied from 2018 alongside current risk-based regulatory capital requirements. The changes in Basel III are intended to be phased in gradually between January 2013 and January

9 The implementation of Basel III in the European Union is being performed through the Capital Requirements Directive IV (CRD IV) and the Capital Requirements Regulation (CRR) legislative package. CRD IV was published in the Official Journal on 27 June 2013, came into force in July 2013 (with CRR becoming applicable from January 2014), with particular requirements being phased in over a period of time, to be effective by 2019, although requirements relating to certain deductions from Common Equity Tier 1 could be delayed until CRD IV substantially reflects the Basel III capital and liquidity standards and facilitates the applicable implementation timeframes. However, certain issues continue to remain under discussion and certain details remain to be clarified in further binding technical standards to be issued by the European Banking Authority. In addition to the changes to the capital adequacy framework described above, the Basel Committee also published its global quantitative liquidity framework, comprising the Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR) metrics, with the aim to (1) promote the short-term resilience of banks' liquidity risk profiles by ensuring they have sufficient high-quality liquid assets to survive a significant stress scenario; and (2) promote resilience over a longer time horizon by creating incentives for banks to fund their activities with more stable sources of funding on an ongoing basis. The LCR was subsequently revised by the Basel Committee in January 2013 which amended the definition of high-quality liquid assets and agreed a revised timetable for phase-in of the standard from 2015 to 2019, as well as making some technical changes to some of the stress scenario assumptions. As with the Basel Committee's proposed changes to the capital adequacy framework, the Basel III liquidity standards are being implemented within the European Union through the CRD IV legislative package. In January 2014 the Basel Committee published amendments to the leverage ratio and technical revisions to the NSFR ratio, confirming that it remains the intention that the latter ratio, including any future revisions, will become a minimum standard by 1 January Also, in January 2014, the Basel Committee proposed uniform disclosure standards related to the LCR and issued a new modification to the ratio, which should be adopted by banks from 1 January CRD IV was finalised under French law by Ordinance n dated 20 February 2014 and its subsequent implementing decrees and arrêtés. Any changes to the current legislation could adversely affect the SOFIB Group's business operations and its operating results and could impair the Issuer's ability to perform its obligations under the Notes. Extensive legislation affecting the financial services industry has recently been adopted in France, the United States, the European Union and other jurisdictions, and regulations are in the process of being implemented. Further, the SOFIB Group s business could be affected if its capital is not managed effectively or if these measures limit the SOFIB Group s ability to manage its balance sheet and capital resources effectively or to access funding on commercially acceptable terms. Effective management of the SOFIB Group s capital position is important to the SOFIB Group s ability to operate its business and to pursue its business strategy. The ECB has temporarily authorised the continued use of internal methods for the calculation of weighted assets by the SOFIB Group at least until June 2016, and an extensive action plan has been implemented in order to allow the integration of the SOFIB Group internal ratings system within Santander Consumer France's scope of consolidation whilst complying with Santander group standards. Once this plan has been implemented, the SOFIB Group's internal ratings system will be reassessed by the ECB before any final authorisation is granted. French Insolvency Law Under French insolvency law as amended, holders of debt securities are automatically grouped into a single assembly of holders (the Assembly) in order to defend their common interests if a preservation (procédure de sauvegarde), an accelerated preservation procedure (procédure de sauvegarde accélérée), an accelerated financial preservation procedure (procédure de sauvegarde financière accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer. 9

10 The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not under a debt issuance programme (such as a Euro Medium Term Notes programme) and regardless of their governing law. The Assembly deliberates on the proposed safeguard (projet de plan de sauvegarde), the accelerated safeguard plan (projet de plan de sauvegarde accélérée), the accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée), or the judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree to: (i) (ii) (iii) increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling due payments and/or partially or totally writing-off debt securities; establish an unequal treatment between holders of debt securities (including the Noteholders) as appropriate under the circumstances; and/or decide to convert debt securities (including the Notes) into securities that give or may give rights to share capital. Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held by the holders having cast a vote). No quorum is required to convoke of the Assembly. For the avoidance of doubt, the provisions relating to the Meetings of the Noteholders described in the Terms and Conditions of the Notes set out in this Base Prospectus and the Agency Agreement will not be applicable to the extent they are not in compliance with mandatory insolvency law provisions that apply in these circumstances. The Issuer has only published audited consolidated accounts for 2015 SOFIB Group was established on 30 January 2015 pursuant to a joint venture agreement effective on 2 February As of the date of this Base Prospectus SOFIB has therefore prepared audited consolidated accounts for the year ending 31 December 2015 only. The 2015 audited consolidated accounts incorporated by reference in this Base Prospectus also include comparative data applying the pooling of interests method on a consolidated basis for the year ended 31 December Investors attention is drawn to the fact that audited consolidated accounts cannot be prepared for the year ended 31 December 2014 and, accordingly, such audited consolidated accounts were not prepared for such financial year. FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME Risks related to the structure of a particular issue of Notes A range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features. If the Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return with the result that an investor s return may be less than anticipated. An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. 10

11 The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. As such, an investor s return may be less than anticipated. Potential investors should consider reinvestment risk in light of other investments available at that time. Noteholders will not be able to calculate their rate of return on Floating Rate Notes in advance Interest income on Floating Rate Notes cannot be anticipated. Due to varying interest income, investors are not able to determine a definite yield of Floating Rate Notes at the time they purchase them, so that their return on investment cannot be compared with that of investments having longer fixed interest periods. If the terms and conditions of the Notes provide for frequent interest payment dates, investors are exposed to the reinvestment risk if market interest rates decline. That is, investors may reinvest the interest income paid to them only at the relevant lower interest rates then prevailing. In addition, the Issuer's ability to issue both Fixed Rate Notes may affect the market value and secondary market (if any) of the Floating Rate Notes (and vice versa). Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates. The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities. Risks related to Notes generally Set out below is a description of material risks relating to the Notes generally: The conditions of the Notes contain provisions which may permit their modification without the consent of all investors. The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes. The value of the Notes could be adversely affected by a change in English law or administrative practice. The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus and any such change could materially adversely impact the value of any Notes affected by it. Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued. In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such 11

12 Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade. Legality of purchase Neither the Issuer, the Dealers nor any of their respective affiliates has or assumes any responsibility for the lawfulness of the subscription or acquisition of the Notes by a prospective investor in the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it. Risks related to the market generally Set out below is a description of material market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes. Notes may have no established trading market when issued, and one may never develop. If a market for the Notes does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. If an investor holds Notes which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes. The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal. 12

13 The value of Fixed Rate Notes may be adversely affected by movements in market interest rates. Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes. Credit risk An investment in the Notes involves taking credit risk on the Issuer. If the financial situation of the Issuer deteriorates, it may not be able to fulfil all or part of its payment obligations under the Notes, and investors may lose all or part of their investment. Market value of the Notes The value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, and including factors affecting capital markets generally and the stock exchanges on which the Notes are traded. The price at which a holder of Notes will be able to sell the Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such purchaser. The value of the Notes will also depend on the creditworthiness of the Issuer. If the creditworthiness of the Issuer deteriorates, the value of the Notes may decrease and investors may lose all or part of their investment. Dealers' activities In the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or Issuer's affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such short positions could adversely affect future trading prices of the Notes. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. For the purpose of this paragraph the term "affiliates" also includes parent companies. Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes. One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time. In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances whilst the registration application is pending). Such general restriction will also apply in the case of credit ratings issued by non-eu credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non- EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified 13

14 rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Base Prospectus. 14

15 IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS OF NOTES GENERALLY This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the EEA (including the United Kingdom and France), and Japan, see "Subscription and Sale". PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Financial Information Unless otherwise indicated, the financial information in this Base Prospectus relating to the Issuer has been derived from the first audited consolidated financial statements of the Issuer for the financial year ended 2015 (the Financial Statements). The Issuer's financial year ends on 31 December, and references in this Base Prospectus to any specific year are to the 12-month period ended on 31 December of such year. The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board. Certain Defined Terms and Conventions Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have the meaning attributed to them in "Terms and Conditions of the Notes" or any other section of this Base Prospectus. In addition, the following terms as used in this Base Prospectus have the meanings defined below: In this Base Prospectus, all references to: U.S. dollars, U.S.$ and $ refer to United States dollars; Sterling and refer to pounds sterling; euro and refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended; AUD or Australian dollars are to the lawful currency of Australia; CZK or Czech Crown are to the lawful currency of the Czech Republic; 15